Securities And Exchange Commission Washington, D.C. 20549 ________________ FORM 8-K ________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 June 5, 1995 DATE OF REPORT (Date of earliest event reported) INGERSOLL-RAND COMPANY (Exact name of registrant as specified in its charter) NEW JERSEY 1-985 13-5156640 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 200 Chestnut Ridge Road Woodcliff Lake, New Jersey 07675 (Address of principal executive offices) (201) 573-0123 (Registrant's telephone number, including area code) Item 5. Other Events ------------ Pursuant to the terms and conditions of a Pricing Agreement between Ingersoll-Rand Company (the "Registrant") and Salomon Brothers Inc, as Representative of the several Underwriters, and a Pricing Agreement between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each dated June 5, 1995, the Registrant will issue on or about June 9, 1995 $150,000,000 aggregate principal amount of its 7.20% Debentures Due 2025 and $150,000,000 aggregate principal amount of its 6.48% Debentures due 2025, respectively (collectively, the "Debentures"). Item 7. Exhibits -------- Exhibits: Exhibit 1(a): Pricing Agreement dated June 5, 1995 between Ingersoll-Rand Company and Salomon Brothers Inc as Representative of the several Underwriters Exhibit 1(b): Pricing Agreement dated June 5, 1995 between Ingersoll-Rand Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Underwriters Exhibit 4(a): Form of 7.20% Debenture Due 2025 Exhibit 4(b): Form of 6.48% Debenture Due 2025 Exhibit 12: Statement of Computation of Ratio of Earnings to Fixed Charges. (Incorporated herein by reference from Exhibit 12 to Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-985 and Exhibit 12 to Current Report on Form 8-K dated June 5, 1995, File No. 1-985). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INGERSOLL-RAND COMPANY (Registrant) By: /s/ Thomas F. McBride --------------------------------- Name: Thomas F. McBride Title: Senior Vice President and Chief Financial Officer Date: June 7, 1995 Exhibit Index Exhibits to Form 8-K Number in Sequential Exhibit Table Exhibit Page Number - ------------- ------- ----------- 1(a) Pricing Agreement dated 5 June 5, 1995 between Ingersoll-Rand Company and Salomon Brothers Inc, as Representative of the several Underwriters 1(b) Pricing Agreement dated 10 June 5, 1995 between Ingersoll-Rand Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Underwriters 4(a) Form of 7.20% Debenture Due 2025 15 4(b) Form of 6.48% Debenture Due 2025 21 12 Statement of Computation of Ratio -- of Earnings to Fixed Charges. (Incorporated herein by reference from Exhibit 12 to Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-985 and Exhibit 12 to Current Report on Form 8-K dated June 5, 1995, File No. 1-985).